Claims the Winneshiek Medical Center Hospital Board violated state open meetings laws have no basis for further action, according to WMC's legal counsel.

Through a letter from WMC's attorney, Diane Kutzko, of Shuttleworth and Ingersoll in Cedar Rapids, and an affidavit from Hospital Board President Ben Wyatt, the Board responded to the state auditor's office about possible noncompliance with that law. Because WMC is a publicly owned facility, Board meetings are subject to open meetings laws.

"The Board of Trustees takes its obligations as a public entity under the Iowa open meetings law very seriously and at all times believed it was operating consistent with that law and consistent with the advice provided by its legal counsel," Wyatt said in his affidavit.

The claims

An open meetings complaint was filed in late March by Paul Scott, owner of Decorah Newspapers is not affiliated with the independent website. Scott alleged the Board's 14 closed-door meetings, all described as "strategic planning closed session," violated the law.

State Auditor Director Susan Battani sent a letter to the Hospital Board early last month. There are four areas with potential disparities from March 2010 through December 2011, she said. They are: meeting in a place and time convenient to the public, availability of closed session minutes/recordings, citing closed sessions on the agendas and taking identical actions.

In her letter, Battani wrote, "We (Auditor's office) are not attorneys; however, as auditors of public funds, we question the propriety of the numerous and lengthy closed sessions for 'strategic planning' and the Board's meeting held in Rochester, Minn., on Nov. 30, 2010."

WMC was directed to provide minutes/recordings of closed session meetings from at least 12 months ago and explain the reasoning for meeting in Rochester.

WMC response

1. Closed sessions. WMC's Board needs to hold closed-door meetings, Kutzko writes.

"While WMC and its Board of Trustees understand their duties under Iowa law, including the duty to be open to public scrutiny, in order to remain a viable entity, WMC believed and continues to believe that certain planning would be necessary in closed session in order to maintain the hospital as a resource for the residents of Winneshiek County," she wrote.

The Board received legal advice about requirements for them, Kutzko said.

The number of closed meetings was necessary to plan the hospital and community's future, she wrote.

"Because of the highly competitive market and the confidential nature of the information, the Board of Trustees determined that a portion of the discussions concerning strategic planning must be held in closed sessions," Wyatt said.

If a closed session is listed on the agenda, the Board is not obligated to hold it according to statute, Kutzko said.

"In addition, the agendas are identified as 'tentative' agendas. As the Iowa Supreme Court explained...the term 'tentative agenda' clearly indicates that the agenda is subject to change," she said.

In two instances, typographical errors occurred when the closed session codes were entered onto the agendas, Kutzko said.

2. Meeting in a time and place convenient for the public. On Nov. 20, 2010, the Board held a meeting in Rochester, Minn. The meeting was to talk with decision-makers from Mayo Clinic Health System and Franciscan Healthcare to discuss the relationship between them and WMC.

"The Board of Trustees determined that the meeting was necessary to continue to improve the provision of health care to Winneshiek County residents," Wyatt said. "I believe the meeting would not have been possible if it could not have taken place in Rochester."

WMC's legal counsel attended the meeting, as well as one person from the competing clinic, he said.

"This is not much different than the attendance at Board meetings in Decorah, which rarely include more than two or three members of the public," Wyatt said.

Kutzko said there is no requirement for county hospitals to meet within certain boundaries - only school districts.

3. Dual actions. In the Auditor's letter, Battani questioned identical actions taking place at separate meetings with neither rescinded. That issue was a misunderstanding, due to the auditor receiving two copies of the same agenda, according to WMC's response.

4. Availability of closed session minutes/recordings to the public. Winneshiek Medical Center keeps recordings of closed sessions, but until October 2011 didn't transcribe them.

"Until that time, it was the Board of Trustees' understanding, confirmed by counsel, that it was not required to do so, as long as it maintained recordings of the session so that it could use those recordings as a basis for creating minutes in the event minutes were requested," Kutzko said.

While WMC possesses those minutes, they will not be distributed, Kutzko and Wyatt said.

"It is my belief that public disclosure of the information contained in these recordings will harm Winneshiek Medical Center's competitive position," Wyatt said. They will be released when they will no longer damage WMC," he said.

The future

Since October, the Board has maintained both recordings and minutes from closed sessions; discontinued scheduling closed sessions on tentative agendas if there is no specific reason for one and specifies code on agendas with closed sessions, Wyatt said.

Three Board members attended a webinar about the Open Meetings law, and all seven members will seek those opportunities, Wyatt said.

When reached for comment last month, Battani said the next steps would be determined by WMC's response. According to her office, Battani has not yet had time to review the documents.